SpiderMan: Heroes, Beasts and Madmen
by Dr Gonzo
Summary: Fear and maddness become weapons as Spidey faces Doctor Octopus and the Lizard / sequel to Goblins, Kings & Pretty Things *COMPLETE*
1. part one

**__**

Spider-Man: Heroes, Beasts and Madmen 

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Synopsis: A demented genius terrorizes the City. Peter struggles to unearth the truth about the Oscorp Experiments not realizing that the truth could 

change how he sees his alter ego. But it's an innocent who will pay the ultimate price 

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Disclaimer: I own none of the characters appearing here; Marvel Comics does 

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Author's Notes: this is a sequel to Goblins, Kings and Pretty Things. I will be honest; you will have to read the first to understand much of the action in the second.

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Dedications: To the people who read the first one, thank you for encouraging me. To the person who put me on their favorites list recently, I was feeling icky that day and to come home and see that cheered me up no end. To Eric Gillette who's excellent Spider man Info Site was an indispensable tool in researching the characters. Last, but not least, the people at Shrine of Heroes who are never far from my thoughts. 

***

Spider-man arched high over the city putting some extra distance into his swing. He shot out another line feeling it go taut as it snagged a building. MJ wanted to Stay in New York to be with him and Spider-man was more popular then ever. "Life is good" Spider-man thought, "even if you have the proportionate strength and powers of a genetically enhanced super spider." The news had reported that a lunatic was threatening Ravencroft Institute. Spider-man might have been tempted to leave it the cops but the news also reported that the crook was a mad man with weird mechanical arms. The curiosity factor alone would guarantee that JJ Jameson his publisher would pay big money for the photos. He decided to hitch a ride on an emergency vehicle headed in the direction of the hospital. He made a perfect three point landing on the roof of the swiftly moving van. He watched the city fly by and occasionally waved to startled motorists and pedestrians. The vehicle pulled up to the Ravencroft and Spider-Man leapt off the roof and swung over to an adjoining building.

The scene was chaos below him. On a roof across the way stood a man, garbed as though he had left a hospital behind recently and forgotten to change. It was Dr Otto Octavius. Peter remembered watching him lecture when he was younger. When he had last seen Octavius, he had been working for Oscorp. His hair was cut in a pudding bowl fashion that sat on top of fleshy features. From his back and sides erupted a set of metal tentacles that moved independently of each other. At his feet, lay an unconscious EMT worker who had strayed too close. As Spider-man watched, another police officer moved in quickly. The Doctor caught sight of him. The metal arms reached out for the officer hauling him off his feet and wrapping him in a tight embrace. The man cried out and the maniac ranted. 

"Do you think me some pathetic street thug. I deserve respect, and if you will not grant it to me. I have the power to take It." the arms raised the man above the ground and throw him toward a squad car. Spider-man thrust out his hands and fired a web line that grabbed the man in mid air and slowed his fall to the ground. 

A single leap allowed him to cover the space between the buildings. The maniac caught sight of him and reached for him with the tentacles. Spiderman leapt to one side and waggled his finger at the man "Ah, ah, aaa didn't your mother tell you it's not polite to grab. Ask first." 

Dr. Octavius stared at him. "What foolishness is this, what kind of freak are you." he screamed at the new comer. 

"Calm down Doctor you're freaking out the nice men with badges how about we talk this out." 

"I want Osborne, give him to me or suffer…"

Spider-man took advantage of the man's ranting to bounce close to him n and punch him sending him flying backwards across the roof. Spider-man realized his spider sense was tingling a half second before the metal arms grabbed him and threw him away from the Doctor. Spider-man rolled to his feet. 

His foe had also regained his feet and tested his lip where Spider-man had drawn first blood. "I have heard of your theatrics Spider-man I assure you I am no purse snatcher." As He stood, his tentacles lashed the air menacingly. "You will give me Norman Osborne or I will destroy this facility until I find and crush the life from him. " 

"You're not sounding a lot like the guy who ran against Stephen Hawking for the Nobel Prize."

"Wincing little gimp. Simple extrapolation on Einstein's theories whereas I broke new ground. That award should have been mine." Spider-man watched in fascination as the Doctor's arms smacked a nearby wall in frustration as a human fist would. Except that, a human could not have cracked the masonry sending chunks flying.

Spider-man rushed him again. The metal arms were on him in a heartbeat. They curled around his arms and snagged his legs. The arms began pulling in opposite directions. A groan was forced from Spider-man's lips as Doctor Octavius looked at him a like a specimen on a slide. 

"I am something of a history buff Spider-man. Did you know that when men died on the rack they were frequently almost a foot taller then their height in life. I wonder how you will fair under that kind of stress. Now I will ask you again. Where is Osborne?" Spider-man's spinal column protested as he was pulled in two directions. 

***

Jean DeWolf was having a bad day. She had been the officer on duty when the call came in that Ravencroft was under siege. She had seen Spider-man's leap into the fray. As much as she admired his public spirit, she couldn't help wishing he stuck to petty crooks. She had watched as the Wall Crawler had scored a few punches, lasting longer against the many-armed freak then others who had tried thus far. 

A car pulled up and two dark men in trench coats sprang out of a car. Jean automatically named them Tweedledum and Tweedledee. They were accompanied by a cool blond in expensive business attire and shades that screamed Fed. Jean relaxed, considering her taste in vintage twenties clothing; what she lacked in money she made up for in style. The woman quickly flashed a badge at her which then vanished inside her jacket in one smooth motion Jean was so impressed she got her to repeat the move by claiming not to have seen the National Security Agency ID

Grumbling in her throat at losing the initial pissing contest Sharon Carter showed the detective her badge again. "Detective, how are you handling this situation." 

"I have SWAT in place and air support. Obviously I'd like to take him down without killing him but this menace is a little beyond the norm." 

"And the spandex in red, what is he or she doing here?"

"He is a local do-gooder." 

"Do you normally let civilians into an emergency area."

"No but then most civilians can't leap thirty feet and bench press a bus I've seen Spider-man survive situations that most cops would be reluctant to go into. Why is the NSA sending agents to my crime scene." 

"It's a National security matter, Need to know. Procedure…you understand." 

A Sargent who had been watching the confrontation chose that moment to signal the lieutenant. Things were going badly for Spider-man. Jean looked through the binoculars that the Sargent handed her and swore. 

Carter looked around and finally asked. What is Doctor Octavius asking for."

Jean paused as she watched Spiderman being grabbed and stretched. "He's been screaming for Norman Osborne."

"Why?" 

"I don't know the last time I check otti…Octopus? What did you call him."

Carter snickered cruelly "Ironically that's what his colleagues called him back in the day."

"Cute" DeWolf muttered. "He hit the facility and started screaming to be shown to Norman Osborne. Osborne is being kept there under observation. When news of the attack reached the guards they moved Osborne to a more secure part of the facility." 

"So Osborne is in there right now?" 

"He is safer where he is now, actually we're in more danger from this guy then Osborne is." 

"Why is the Doctor so anxious for a meet and greet with Norman Osborne." 

Jean looked at Carter and then picked up a megaphone. "That would force me to comment on an on going investigation. Procedure…you understand." 

***

Spider-man was just toying with the idea of passing out when a loud screech signaled the police had decided to talk some more. "Doctor, this is Detective DeWolf. We would be happy to discuss this on the ground in reasonable fashion."

"I am not a child." The Doctor turned and ranted loudly "Do not patronize me. I will have the respect I deserve."

Spider-man looked at the distracted Doctor and then around the roof looking for some means of escape his eyes traveled upward to a flagpole that twitched in the breeze flowing across the roof. Spider-man looked at the Doctor and saw his attention was still on the police below. Spider-man fired a web line at the top of the pole and began dragging it downwards. It silently bent, the angle growing sharper and sharper until the pole was bent double. 

The Doctor turned back to his captive and saw him struggling with the pole. "What are you doing?"

Spider-man secured two of the doctor's metal arms to the pole with Webbing. "The technical tern Doc would be, crack the whip"

Releasing his hold on the pole, He braced his back against a wall and prayed his ability to cling to objects extended to more then his hands and feet. The pole whipped back into place dragging the doctor and his arms with it. In a panic, the doctor released Spider-Man who dropped to the roof. The pole over shot and Octavius was dragged over to the other side of the roof to crash on the surface. Then the pole shot back into its original position. Octavius was pulled from where he had hit the roof into the air crashing into the pole and knocking it down. He struggled to quiet the spinning in his dazed head.

"Now that's entertainment." Spider-man could barely conceal his amusement. He moved toward the man on the ground. When one of the metal arms lashed at him. His spider-sense flared a warning and Spider-man jumped aside. Doctor Octopus rose from the rooftop and looking around saw a helicopter hovering over head. 

"A strategic withdrawal is in order. We will meet again Spider-man." One of the Doctor's arms reached into the sky snagging the landing strut of the passing helicopter. Pulling himself into the air, he used his other metal arms to tear open the cockpit door and throw the pilot aside like so much trash. Spider-man jumped into the air catching the man and lowering him safely to the ground. 

Turning from the man, Spider-man ran across the rooftop jumping to the next building following the helicopter that was moving off. He landed on the adjoining building and sprinted to the end. Now underneath the slowly moving chopper he launched himself into the air, firing a web line. He curled the end of the line in his fist and relaxed his body as the line caught on the back of the air vehicle and he was pulled along behind it over the city that flashed by below. 

. One of the annoying things about having a spider sense was that it kept screaming warnings to you long after you realized there wasn't a thing you could do to prevent the danger from occurring. The helicopter dipped low and Spider-man felt the billboard coming before he saw it. He smashed through the billboard shoulder first. Fragments exploded around him and the shrapnel from his passage through the sign pelted him as the helicopter gained real height. Spider-Man thrust out his arm and fired webbing into the rotor assembly of the chopper. The engine started to seize and labour. The helicopter dipped sharply and headed toward the ground Spider-man clutched the web-line in his hands, and braced himself for when he was dragged across a rooftop. 

Dr Octopus leaned out of the cockpit, realizing that his escape in the chopper was a bust. He leapt into the air. Metal tentacles reached out and grabbed the side of a building. Spider-man considered going after him but the helicopter was now careening through downtown with no driver. 

He was dragged across another rooftop and this time bracing himself. His web line became an anchor and he watched the aircraft swing down into the street. Jumping after it, he fired webs in all directions creating a latticework of webbing that braced and held the vehicle as its fall was slowed and ultimately stopped. He landed on the street as crowds gathered. "Keanu Reeves is a pussy." He announced to a startled crowd of onlookers that gathered to see the street sculpture that used to be a helicopter.

In the distance, he could hear police sirens. He cursed at the thought that he had not only lost Dr Octopus, but his body was badly bruised from the bouncing around he had done and even worse, his camera was sitting webbed to a strut near Ravencroft. JJ would have pictures of the battle but nothing concerning his daring rescue of the chopper. "Life sucks." he muttered as he climbed a web-line into the shadows. 

***

. It dawned clear and bright over New York. In the offices of the Daily Bugle its owner and publisher was glorying in the increased circulation caused by the morning's headline. There was a photograph of Spider-man and Dr Octopus fighting each other. The headline was one of J. Jonah Jameson's best **Is the Spider-Menace Growing. -**_Eight armed Terrorist Threatens Ravencroft_. 

Peter had pointed out that octopus and spiders had no connection and that Spider-man had been trying to stop the Doctor.

"Stop him, ha; they're probably old college friends or something. Oh maybe they are illicit lovers."

"Spider-man is not gay." Peter said defensively 

"How do you know?" Jameson shot back as he brandished the paper

Ben Urich spoke up from his desk "He's right Parker, Spiderman has big gay following in the city." 

"Thank you Urich it's nice to see you earning your keep for once." Jameson smiled proudly 

Ben continued as if he had not been interrupted. "He is also thought to be Latino, black, a mutant, or a woman…"

"Enough, since when do I pay you to argue with me." The sniped the annoyed publisher

"I thought we encouraged creative thinking at the Daily Bugle." 

"Yes I want to find a new and creative connection between this tentacle guy and Spider-man."

"There is none." Peter protested 

"So far, but I am counting on you to find me one. Where did this Dr Octopus Come from."

"He used to work for Oscorp. He was a researcher. Norman was paying big bucks, not sure for what though." 

"How did you find that out." Jameson snapped. He was still a trustee on the Oscorp board the recent Green Goblin troubles and the replacement of Norman by his son Harry had made investors very nervous.

"Parker found a link between Osborne and the Goblin. Osborne either was behind the creation of The Green Goblin or was the Goblin's target. Pete saw a communication from Dr Octavius to Osborne where the Doc was giving Norman a progress report on tests he was running on a samples from a test subject, unnamed." 

"Why was there no quote from Octavius in the story you turned in." 

"Octavius was injured in a lab explosion caused, according to the police report, by the Green Goblin. 

Jameson's newsman instincts were on full alert "Octavius either knew or suspected who the Green Goblin was and the Goblin silenced him." 

"Bingo, and if Octavius thought Osborne either sanctioned the hit or knew who the trigger man was, I'm thinking he'd want a piece of Osborne's Ass." 

Peter listened to this discussion. He alone knew the truth. Osborne had been The Goblin. He had been altered by a lab accident during a test of a chemical compound Oscorp had been developing, A performance enhancement drug. He had concealed this fact from everyone for Harry's sake spreading the fantasy that The Goblin had been mortally injured during the final battle but escaped. The only people who knew the truth were Mary Jane who had been there, he had been rescuing her from the Goblin at the time, and Jean DeWolf who's perceptiveness was a constant worry. She had guessed the truth about Norman and more important he sometimes got the impression She knew Peter's secret. 

A throat was cleared and the three men turned to look at JJ's pretty secretary, Glory Grant. "If you boys are done, there is a Police officer here and she looks very anxious." She gestured to someone behind and Jean DeWolf stepped into the newsroom. She was in her standard vintage clothes pinstripe suit and snap brim fedora hat tilted rakishly, on her feet where two tone casual shoes. 

"Hi Jean, what's going on?"

"Parker, tell your super hero that Officer Bendis, the helicopter pilot he saved, wants to thank him." 

"Really that's great, he's ok then."

"Brian? Oh Yeah he's great, since he is not only a cop, but he was saved by Spider-man. His Kid thinks He is a god." 

"Detective, to what do we owe the pleasure." Jameson's smile was forced. DeWolf was a newsman's best friend. Her tendency to shout very loudly when things didn't go her way made for great copy. Until recently, Peter was not too concerned about the detective and the lambasting she received from time to time in the pages of the Bugle. Since his last case however, his respect for DeWolf had grown. 

"I want Parker's photos of Dr Octopus." She held up her hand to forestall the explosion on Jameson's face. "I have in my pocket a warrant signed by a judge who seemed practically orgasmic when I told him I was rousting you" 

Ben Urich's snickered and Peter reached over to his desk to produce the negatives and the rest of the pictures. "Why do you need this stuff detective." Ben asked after he recovered. 

"Ongoing investigation, I had an observer from the NSA dropped into my lap." 

Urich 's eyes glittered and he reached for a pad and pen. "NSA, interested in Dr Octopus, any idea why?"

"Wipe your chin, Urich, if I even thought you planned on writing about what was coming out of my mouth I would have you charged with obstruction of an ongoing investigation." 

"Congress shall make no law…" Peter started quietly remembering his social studies classes 

"Enough, Parker. Ok off the record. This Sharon Carter is looking for information on the Doc. It seems that our new megalomaniac was on an Oscorp research team that was working on one of the many Government contracts that made Oscorp the pain in the ass it is today." 

"So are they trying to find the truth or cover something up." Ben asked. His fingers were twitching as though eager to be jotting down notes.

"What truth, Octavius is clearly nuts but he is the second menace to come out of Oscorp recently. First the Green Goblin now Doctor Octopus. There is something going on behind those walls and I'd like to find out what it is. Much as I hate the thought of men in black creeping around my city, If it solves this crisis maybe that what we got to do."

***

A security guard fell to the ground, the sense crushed out of him by metal arms that retracted beneath a long coat. The figure in the slouch hat and coat stepped around the guard and pushed past the police tape. It blocked access to what had once been one of the most technically advanced research labs on the East Coast, before the Green Goblin. Dr Octopus descended deeper throwing aside debris as he ventured into the burned out lab. A pile of Rubble rose up to block a doorway. The Doctor began to pull the rocks and garbage from the pile first with just his own hands then his metal arms began pulling, worming their way beneath the wreckage. With a cry his arms forces the pile to one side and he pushed his way into what was left of his lab. He trailed his hands across surfaces covered in dust and debris. "It's all gone, you took everything from me you bastard, everything!" his arms lashed out smashing tables chairs, mirrors and wall plating. Everything he could reach. Then his arms smashed through a wall and he felt a tingle. He paused; he looked at the three pincers that surmounted each of the steel arms. He reached to the wall again and felt the tingle. "Of course the sensors inside the harness are geared to detect Electro-magnetic signatures. The information is being relayed to me via sensation, like touch." 

Octavius quickly reassembled the lab. "If there is current going through the walls then the computer systems could be made to function." The doctor thought to himself. It took an hour but he managed to get the operating system functioning again. He even managed to reconnect the computer's voice box, now he could hear the computer and speak to it. He fed it all the data he could salvage including the facts about his own condition. He set the machine to figure out an answer. It was the better part of the night before that answer was forthcoming. 

"_Analysis of test sample confirms earlier hypothesis_." The computer announced 

"List physiological changes." Octavius demanded eagerly 

__

"Increased strength, increased speed, increased reaction time. All changes in line with known test perimeters."

List all side effects based on known data."

__

"Mental abnormalities caused by modifications to neural pathways."

"Correlate all data and compare with latest test subject." Now came the moment he found out what damage he had suffered.

__

"Latest subject, physiological changes in line with known test perimeters. Neural pathways have been remapped to allow for organic control of harness control system."

"Compare test subject brain patterns and extrapolate."

The computer processed for a minute before answering_. "Analysis complete, test subject shows signs of mental abnormalities_."

How would these -abnormalities- manifest themselves."

"_Subject would experience delusions of persecution, paranoia, and sociopath behavior_."

Octavius smiled grimly. More then anyone else in the world he knew that facts did not lie. Still there had to be a solution. One he had not thought of. Then his mind provided the answers as it always would. "Computer are there any test subjects that have never shown side effects."

"_Affirmative, early animal subjects showed physiological change but only limited decrease in mental stability_."

"Early tests, who conducted these tests and where were they done."

"_Early testing performed at Columbia University by Dr Curt Connors_."

"Of course Connors. Computer list all data obtained by Connors."

__

"Unable to comply."

"Why " Octavius snarled "Why won't you give me what I want. Why."

"_Recent system failure resulted in partial memory loss. Until complete memory re-initiation this unit will be unable to access external data_."

"There must be a way to get at the information, there must be."

__

"Negative there is no way to access data until connection with Columbia University is reestablished." 

"So Connors after all this time you once again stand between me and success. How ironic." Octavius grabbed files off what was left of the hard drive. It was time the pay his old colleague a visit."


	2. part two

***

The afternoon sun was shining on the campus of Columbia University. Ben looked around the campus with its high domed buildings and pretty walkways with signs everywhere advertising a Spirit Festival. "Place hasn't changed much. " 

"I was hanging in the sciences department. I didn't switch to photography until practically the end of term." 

It was Ben's idea that brought them here today. Peter had been enjoying an evening at home with MJ recovering from his mid air maneuvers. Ben had called up and pointed out that records showed that Octavius and Connors had been part of some big research project a few years ago. Peter had pointed out that Connors would not likely know where Octavius was. Ben had responded Connors might have no clue where Octavius was but he might knew enough about the man that they could figure out what Octavius was doing. 

Thus they where heading toward one of the lecture halls. Peter remembered going down these hallways when he had been a student. Ben was getting ready to open the door and head inside Peter stopped him. "What is it?"

"Dr Connors really hates it when you interrupt the flow of his lectures. Class is almost over we can go in then." 

"Do you know this guy."

"I had him during my last year of taking science."

"Great that means you speak geek. You do the talking."

"Not a good idea, Connors is kind of pissed with me." 

"Why did you cheat on an exam or something." 

"No, I dropped out of the sciences program and started taking Photography full time and working at the Bugle."

"Oh He's a Spider-Hater is he?"

"I think he is fine with Spider-man. He is just disappointed that I didn't finish the program." 

"Well, nothing like starting off an interview by you having alienated the guy we need to talk to." 

They stepped into the classroom as Connors finished his lecture. He was a tall man with brown hair cut close to the scalp this and his lean build told the tale of his time in the military. One of the sleeves of his lab coat was pinned up. He had lost this arm during his time in the forces. He eyed the two men wearily, his gaze freezing on Peter for a moment. "That will be all for today. I realize most of you plan on being at the Spirit Festival this evening but, since we do have a major test coming up; I trust some studying will play a part in your lives in the near future." 

The students trudged past the two men with Ben making eye contact with as many of the young co-eds as possible. Peter walked up to Connors and held out his hand in greeting. Connors took it after a moment shaking his and looking at him gravely. "Peter it's been a long time, how is your aunt?" 

"Fine sir she often asks about "that nice Dr Connors" as she refers to you." 

"You tell her we still miss you down here in the science lab." Connors said gathering his papers one handed. 

"This is my partner Ben Urich we are following up the story on Dr Octavius."

"I thought the police were handling the search for Otto."

"They are, but all they can do is follow the clues to were he had been we are trying to figure out where he is going and what made him such a menace."

"Dr Octavius is a brilliant researcher that has suffered an unpleasant turn of events. He is confused and has a freakish appearance but that is no call for disrespect." Connors snapped 

No disrespect meant Sir, but even you have to admit Octavius' behavior is odd."

"That man could have been a Nobel laureate, maybe the work and dedication that takes would be foreign to you Peter but men like that think rationally about the world and make the right choices based on logic." 

"He threatened a hospital full of patients and police, how rational is that?"

"We can't know all the facts and until we do its useless to speculate. Surely you remember something of what I taught you or did you skip that class as well as the others."

Ben looked at the pained look on Peter's face and decided to interject "Dr Connors we pulled some records down at The Bugle that said you used to work with Dr Otto Octavius."

Connors blinked and smiled. "Yes Otto and I met when he was consulting on project I was involved with a few years ago."

"Would that have been something for Oscorp, their Performance drug perhaps."

"You have to understand Mr. Urich, the companies that donate their money and equipment for use by the faculty and students do so under strict nondisclosure guidelines. Even if I wanted to, I couldn't tell you much about what we were doing for Oscorp."

"What about the rest of the team involved in the project where are they?"

"Dr Farley Stillwell went in to privately funded research. Professor Miles Warren continued his studies at another school after there was a … Misunderstanding here at Columbia." 

Connors finished shuffling his papers around and walked out of the lecture hall. Peter and Ben followed until they arrived at an office were Connors paused and reshuffled the stack of papers so he could dig one handed for the door key. 

"One last question Doc, I hear Otto lost out on a major award why did they pass him over."

"Fall out from his loss of funding from The Hardy Foundation." 

"I hear you had something to do with that." 

"I submitted a report on some of his theories he... Neglected to mention what part my discoveries played in his work. It happens all the time. Now gentlemen I hate to cut off your muck racking, but I have papers to grade." 

The man disappeared inside his office and Peter and Ben headed down the hall. "Well that was a waste of time. He didn't want to say anything."

"Do you think we should try again?" Peter asked. 

There was a slam from the office door and Ben grabbed Peter's arm and pulled him away. "Door slams are the international signal for leave me the hell alone. Lets you and me find a the campus pub and kick back."

"Aren't you curious about what the old man is hiding"

"Not in the slightest it's beginning to dawn on me that asking people questions they don't want to answer isn't the most productive use of my time." 

That was a shock to Peter, as near as he could tell Urich loved reporting. Then he looked around the campus and noticed there seemed to be many people running around for no reason. "The campus seems noisier then normal."

"It's the spirit festival, they're getting crazy. Who cares?" Ben muttered heading off toward the pub. Two men ran by chasing a girl who was topless.

"Ben there's a topless girl behind you." Peter supplied watching the proceedings. 

"So what, even if I write about it nobody cares enough to do anything. Nothing matters" 

"OK the campus is exploding, you're having a life sucks moment and you're ignoring a young topless co-ed, something weird is going on." Peter headed to a dark alcove already opening his shirt. 

"Why do you care Parker it's not as if you're a super hero. What makes you think you can make a difference." 

Ben realized he was talking to empty space. For a moment, he thought about trying to find where Parker had gone. Then it dawned on him that it didn't really matter. 

***

Connors stepped through the door he headed for his desk when the light was flicked on and the door slammed. He looked up and dropped the pile of papers under his arm. Sitting In his chair was Otto Octavius. He was reading files on Connors computer and making notes on a paper. There was debris on the desk as though something had been constructed. "Hello Curtis nice to see you still teaching."

"Otto it has been a long time how did you get past campus security." 

"Not important now, I have been looking over the work you have done since we all parted company and I am impressed."

"Thank you, I think my own research has benefited greatly from that work."

"As did the rest, you all profited from my contributions yet none of you would give me my due."

"Is this about the science award, I did what I was obligated to do."

"Rob me of my chance for recognition for the work I had done. I was unaware you felt it was an obligation."

"You had better leave Otto, campus security will be here soon."

"I doubt it campus security will be very busy for the next few hours."

"What have you done?"

"Quite a bit really, your observations about the tendency for test subject to have their inhibitions lowered gave me an idea. I modified some aerosol spray cans to produce a misted form of the chemical. I released the substance into the ventilation system so right about now every guard on campus will be less then interested in what we are doing."

"Are you insane Otto."

"Actually that's why I came. I need to study what has happened to me and I need your files and research, all of it, including the test data."

Connors panicked and ran to the door. Two tentacles wrapped around him and threw him into a wall. They gathered him up from where he had fallen and pinned him to the wall. "You know Curtis I found quite a bit of your test data seems to be in hidden files and encrypted. I can see encrypting your data but hiding the file folders, what are you concealing."

"None of your concern Otto, leave me alone."

"You won't tell me, but you told those policemen outside didn't you… didn't you." He slammed Connors against the wall. 

"Those were reporters not police. I didn't tell them anything … anything, please stop."

"Lies - all lies - you turned on me and betrayed me conspired against me with that bitch Hardy but my genius will prevail." Octavius hurled the Doctor against the wall. His body slumped in a corner. Octavius grabbed files that he could access from the computer and slipped out the door. Connors lay in the corner groaning and cursing. He pulled himself to his feet and stumbled over to a mirror. He willed himself to gaze at his reflection. The eyes that stared back at him were crimson and reptilian looking. He screamed but the sound was already more like a hissing roar. "I am Dr Curt Connors, I have a rational mind, I'm a scientissst. I am Curtissss Connorssss I am a Sssscientissst." The sound carried out into the hall but as Dr Octopus had predicted the only people who would have cared were falling into their own brand of madness - all save one. 

***

The campus was in the grip of mass hysteria. People were torching parts of the buildings and threatening fellow students with anything that came to hand. A group of sorority sisters had cornered two members of the hockey team, threatening the boys with castration. All of a sudden a web-line snagged both boys and pulled them to safety. The girls screamed at being robbed of their justice. Meanwhile high above the quad, Spider-man lowered the boys to the rooftop. Then he webbed them together "If you guys only knew my personal history, you would love the irony of me saving jocks." Leaving them there on the roof he landed on the ground and allowed the girls to chase after him. A little spider speed kept him safe. They ran him inside a sorority house. He dived through a window then webbed it closed behind him and all the others, Finishing by blocking the door. "I'm sure you girls will do each others hair or share stories about what jerks guys can be." He called over their cries of fury. 

He took to the air, pulling some people to safety, webbing others up to keep them from hurting themselves or others. He tried to not use his powers aggressively but sometimes he had no choice. He caught up with the two guys chasing the topless girl just as they caught up with her. Spider-man landed on the ground and grabbed the two of them hurling them in opposite directions. He then grabbed the girl and swung her to safety she rained blows on his head screaming that she wouldn't let him attack her. He left her suspended off the ground outside the building were the nurse office was. 

Spider-man caught sight of two more guys in lettermen jackets moving predator like around a corner. He rounded the building about to the do the hero thing when he saw that the boys were surrounding a teacher in a lab coat. At least he thought is was a teacher the next few seconds proved him wrong. The boys rushed the man who grabbed the first attacker and hurled him several feet away. The second boy swung an improvised club at Lab Coat's head. There was a blur of motion and the club was splintered on the ground and the boy was backing away, the figure stepped into the light. It was green from head to foot. Peter remembered hiding behind a couch during one episode of Star Trek when he had been young. It featured a huge reptile-like thing called a Gorn. That was what stood before him now. 

Red eyes, long snout, powerful jaws lined with sharp teeth. Tightly muscled arms and legs barely contained by the ravaged lab coat and street clothes the thing was wearing. From its hips erupted a huge tail that lashed the air. It hissed menacingly and reached a clawed hand toward the cowering youth. Spider-man dispensed with all the flair and flourish that he normally used in fights. He just dropped in front of the beast and rocked it backward with a solid punch. The thing staggered backward. It primitive brain seemed to realize that a challenge was in the offering. The Lizard slashed forward with blinding speed. All of Spider-Man's reaction time was taken up with avoiding the nightmarish reflexes. His spider-sense gave little warning of the punches and slashes the Lizard directed his way. Screaming for the boy to get off the ground and start running, (his companion had already fled) Spider-Man fought back against The Lizard's blows.

With no warning the beast turned and it's tail swept around hitting Spider-man full force. The web-slinger bounced across the lawn. He sprang to his feet and saw the Lizard barreling toward him. He jumped over the creature firing a web-line to snag its back as he passed. Landing on the ground and bracing his feet he yanked and pulled backwards swinging the Lizard around and slamming his body up against the wall. The beast rose from the ground literally shaking its head. 

"Ok Scaly we can keep doing this dance or you can back down." Spider-man moved cautiously, meanwhile the Lizard stalked slowly toward him. "I guess that answers that question."

Spider-man was expecting a fast dash, not a leap that covered the almost fifteen foot distance between them. The lizard landed on top of him. The wall crawler bent backward hoping to dislodge his opponent. As he was throwing the beast off himself, he caught sight of a nametag on the breast pocket of the lab coat. "C. Connors". 

What did you do to Dr Connors." Spider-man yelled furiously 

The creature seemed enraged by the sound of the name "Connorssss, hate Connorsss." It sprang at him again. Spider-man put all of his substantial strength into an uppercut that tossed the creature backward. It slammed into the wall and sank to the ground. 

Looking around him at last, the webslinger saw police pouring onto the campus in droves and they seemed unaffected by whatever madness had seized the population of the school. Wrapping the Lizard in webbing he scaled the building closest to him and rested the lizard on the gravel top. Sticking to the shadows he retrieved his clothes and slipped back into his civilian identity. For this next meeting Peter Parker was going to be more help then Spider-man.

Back on the rooftop he arrived to find The Lizard's body slowly shrinking. The right arm shrank; growing vestigial until it became a stump. Hair sprouted from green skin already turning back to its normal pink colour. Peter checked the doctor's eyes and found them transformed back to their normal blue. He sat and watched the man moan and struggle weakly against the webbing that restrained him. 

"Are you alright doc?"

"What happened? Why am I like this?

"Spider-man was helping with the riot. He ran into The Lizard and they threw down."

"And the reason I'm waking up talking to you as opposed to the police is…"

"Spider-man felt I might know better how to handle this then the police."

"So, what are you going to do, splash my name across three columns."

"Ben is the writer Dr.C, I just take pictures of Spider-man. I am after the truth not a story."

Connors hesitated; Peter frustrated rose and headed for a door that would take him down to the ground level. "Doctor I have a responsibility to keep people safe. If I have to turn you in to accomplish that then that's what I have to do."

Connors struggled against his bonds then called out. "Peter wait, I'm sorry. I'll tell you what I can?"

Peter returned and sat next to him and they spoke. "I suppose you know that I lost my arm in combat back when I was an army surgeon." Connors started, Peter nodded and the doctor continued. "I grew up in Miami and as a boy I was always fascinated by lizards and reptiles. When I got back to the States and took up a teaching post I began to study them more closely. They have the ability to regenerate lost extremities, something I wanted to isolate and use to my advantage. I eventually found the enzyme that initiates the re-growth. I couldn't make it work on a human sized test subject. Then Mendell Stromm came along with an offer from Oscorp, Take their performance enhancer and improve it. There were three of us then. Farley Stillwell, Miles Warren and me, Otto didn't join us until later. I used the enhancer to amplify the effects of the enzyme. At the time it seemed a natural thing to do we had already been using the enhancer chemical to assist and amplify genetic crossbreeding between animal species."

"What kind of animals." Peter asked fearing the answer even as he heard it.

"Cats, insects, spiders, anything our twisted hearts desired. When Oscorp took back control of the project. Stromm and Otto went to work for Osborne. Stillwell, Warren, and I went our separate ways. I stuck with the school. I went back to my project and finally tested the serum I had created. I had no idea then that the enzyme I had isolated was like adrenaline. Lizards produce it in response to fear, anger, and pain. When it entered my blood stream, it mutated the adrenal functions of my body. Instead of allowing me to grow an new arm it changed my whole body."

"The lizard creature."

Connors nodded. "The transformations are like some Jekyel and Hyde thing." 

"They come in response to fear, stress or rage." Peter guessed. His scientific background was causing his stomach to churn at the thought of what Connors had unwittingly unleashed. 

"Exactly, I have been trying to find a cure ever since. I use artificial means to control my emotional state. If I remain calm and relaxed I avoid changing into the thing."

"It seems to hate you, why?"

"Its intellect as far as I can tell is based on my most primitive and base thoughts, thoughts that I keep suppressed. Its only release is when I change or by acting through my subconscious."

"Subconscious?"

"I've noticed that if I am tired or distracted it acts without my knowledge. It designed the Madness Mine." 

"Madness Mine, What's that?"

"A bio-chemical weapon, it stimulates the parts of the brain that dictate aggressive and violent behavior."

"You made that crap and then released it on the campus are you nuts."

"Not me Peter I swear it was not me. The Lizard designed it."

"Using your scientific know-how." 

"That's true but it was not me that started the riot."

'Then who did, and how did you end up transforming this time?"

"Otto Octavius was waiting for me in my office after you and Mr. Urich left me alone."

"Dr Octopus?"

"Yes, he was irrational, blaming me for his disgrace of not winning the Nobel and losing his funding."

"He attacked you?"

Connors nodded. "He built a small prototype of the device I designed and released it in the venting systems around the school. The effects were immediate but short-lived."

"I noticed, alright doc last question, where would he go."

"I don't know, he was ranting and I was too worried about not transforming."

"You've got to have some idea."

"Peter he came to me to steal files and get back at me for ruining his reputation professionally."

"That report you gave, why did the Hardy foundation suspect Otto had falsified his reports."

"I 'm not sure, Anastasia Hardy came to me one night and talked to me about the work. She asked what Otto was doing. I mentioned he had used my research in passing and she started egging me on to submit a complaint to the scientific board about the matter."

"Did Otto ever find out that Ms. Hardy visited you."

"Not at first but he found out later when she backed me to get the funding grant Otto wanted." 

"Norman possibly screws him over and he attacks Ravencroft. You humiliate him publicly and he attacks you and steals files. I wonder… what was Otto doing for the Hardy Foundation."

"Energy research, finding new fuel supplies that kind of thing. That was why he invented the harness. He needed a way to handle volatile substances with greater accuracy." 

"I wonder what he's after." Peter wondered 

"What are you going to do now." Connors wanted to know. 

The man's obvious anxiety dragged Peter back to reality. "I'm going to do the right thing."

"Peter you have to help me. I'm so close to a cure I know it, I just need some more time."

"Relax Doc I won't tell anyone what I know. If you can control that thing I swear, I will keep this just between the both of us." 

Connors nodded and Peter rose and walked away. With Great Power comes great responsibility. His uncle had said that, and the truth of it had never been clearer then at this moment. Connors and Octavius had misused their powers and now others would pay the price. Peter could have ended the threat posed by the Lizard; instead, out of misguided loyalty he was letting him go. Even worse, Connors had inadvertently revealed that he was indirectly responsible for the powers now coursing through Peter Parker's blood. 

***

"Well aren't you the biggest poop on the planet" announced Mary Jane Watson. 

"Excuse me?" Peter asked. 

Peter had stayed at the campus long enough to find a drunk Ben Urich. Ben had been in the pub true to his word and had been liquor-ing up. He had been allowed to go home by the paramedics after they determined that the gas had not had any lasting effect on him. Peter had dropped him off at his apartment. He then proceeded to wander home. Mary Jane had for once not been sitting next to the TV watching him endanger himself. She had been at the modeling agency she worked at for most of the day. She had arrived home to find her man perched on the skylight he normally used for his exits and entrances as Spider-man. Today it was Peter Parker gazing out on the night and not responding to MJ's frequent entreaties to come in and talk about it. Being a woman used to getting what she wanted, MJ dealt with the problem in her usual fashion. She slipped into a silk kimono that had been her agent's house-warming gift. She had found that Spider-man problems were the only kind that prevented Peter from responding in typical man fashion to her demonically attractive figure. Thus, she was in the Fortress of Peter-tude. A nickname she had given to the spot to which her sweetie often retreated. He claimed it was to think, she maintained the only thing he did up there was hard core brooding and it was this brooding session she had interrupted with her comment.

"Just to remind you Parker the approved response to a woman as hot as me parading around the house in an outfit like this is heavy breathing and invocation of snuggling privileges." She struck a pose that showed her off to good effect. 

Peter realized how long he had been up in the fortress. "Sorry MJ, Wackiness ensued at the campus and Ben and I were right in the middle of it."

"Really so you've been staring at University co-eds all night. No wonder me and my silks do nothing for your brooding ways."

"Hon, don't be that way, I obsess over you all the time."

She throw on her pout face, guaranteed to get Peter hugging her inside of thirty seconds, it took him twenty. "So why have you been up here all night when my back could stand with some attention."

One practical use she had found for Peter's spider strength was that her need for strong back rubs had all but disappeared. Her challenge previously was to find a man with strong enough hands to rub the tension in her back away, with Peter the challenge was keeping him from accidentally crushing her shoulders. 

"Doc Connors, reluctantly told me about the experiments that he and Octavius were involved with." 

Mary Jane nodded "So, we already know Octavius was quite the Dr Frankenstein, what's got you so depressed."

"Octavius was fooling around with the same chemical that changed Norman. I think that is what made him go nuts and gave him the ability to control those metal arms of his. We already know about Norman and what happened to him."

MJ shuddered at the memory; The Goblin had been on the verge of killing her when Spider-man had intervened.

"Now I find a new menace."

"Yeah the news was talking about it tonight, Some kind of mutant man-lizard. Did you stop it from hurting anyone."

Peter nodded. "Stopping it is easy, what's bothering me is that every time I turn around some new menace owes its existence to that witches brew Oscorp created. The Green Goblin, The Lizard, Doctor Octopus and now the greatest threat of them all, assuming you believe Jameson." 

Mary Jane paled as she realized what Peter was saying. "You mean this stuff made you into Spider-Man. You told me you were bit by a spider." 

"A genetically enhanced super spider created at Columbia University by Drs Connors, Stillwell and Warren using a process that involved treating the spiders with the performance enhancer."

"Jesus, Peter that has to be tough, but that doesn't change anything." 

"MJ, it changes everything. This chemical brings out the darkness within you, makes you a monster. How much longer will it be before the police are hunting me down and trying to stop me from hurting someone maybe even you."

"Maybe this chemical brings out the real you. The part of you that you don't like admitting is there. That's why The Green Goblin went after the board of Oscorp. Deep down Osborne resents all of them. Dr Octavius, from what you have said he thinks the world is out to get him and now he has the power to strike back at everyone he thinks screwed him over. Peter I have known you a long time. You **have** changed since the spider bit you. You have become someone who doesn't just talk about having principles you put them in practice." 

"How can you be so sure of me, when I am not sure of me."

"I know Peter Parker before and after the spider, with all the power that you have as Spider-man, your greatest concern is the well being and safety of others. My heart rides into my chest every time I see you fight. Trust me when I say that I will cheer the day you decide to give up being Spider-man. But if you turn your back on those you have helped and the good that you have done out of fear. You will be a greater monster then all the Green Goblin's and Lizard men of the world could ever be." 

Peter smiled at her and he held her close. "I wish Uncle Ben could have met you he always said you had a great head on your shoulders. He said that I looked at you the way he looked at Aunt May. That's how he knew you were the perfect girl."

"And how would he react if he knew that you were ignoring me so you could sit in the Fortress and brood all night. 

"He'd hit me very hard."

"A course of action I may yet resort to. Now if you will excuse me, I was planning to have some lingerie photos done. If you're too busy to help, I'll have to call someone else to handle it." She got up and headed back down to the main floor leaving her scent behind. Peter paused only long enough to thank the heavens and especially Ben Parker for sending him a woman whose heart was as big as her body was sexy. Then his spider speed got him to the bedroom in seconds. In typical MJ fashion, she insisted on him actually shooting a role of thirty-six before he was allowed to join her in bed. She felt, and Peter later agreed, this was a light punishment for ignoring her. 


	3. part three

***

The next day Peter was too blissfully happy to think about anything the only pause in his day came when he recognized news reports of the riot. "Spider-Man's Reign of Terror. " he read the article on his way downtown. "_Spider-Man went on a spree of destruction last night. The webbed Menace caused thousands of dollars in property damage alone during a riot at Columbia University witnesses also report sightings of a mutant lizard creature fueling speculation as to the connection that might exist between Spider-Man and the creature. The spree of chaos left many innocent bystanders trapped including several girls Spider-man sealed in their sorority residence for reasons unknown. Animal behaviorists consulted by Bugle staff verify that restraining prey is usually the first step before a spider consumes it. Luckily campus police were on hand and chased the miscreant away before he could harm noted teacher and scientist Dr Curt Connors. There were also unconfirmed reports that Dr Octopus was seen in the area but at this point police continue to deny any link between the two._

Since Otto had a connection to The Hardy Foundation Peter decided that a talk with Felicia Hardy was in order. In theory, this was easy to arrange. Harry Osborne and Felicia were dating, but Harry had been busy with work so seeing Harry proved to be difficult, 

"You think you can talk to her Harry, make her understand that I need this favour I don't think she will listen to me." Harry Osborne and Peter were meeting in Osborne's office in the Oscorp building. Harry's desk was covered in work. Pictures and schematics hung on the walls. Notable absent among the listing of the Oscorp's proud achievements was the personal glider and the muscle-enhancing amour that formed the basis of the Green Goblin's weapons. Peter had told Harry about the search for Octavius and the connection that Connors had hinted at between the demented doctor and Felicia or more likely, as Harry was quick to point out, Felicia's mother Anastasia. 

"So you want to talk to Felicia's mother about her past with Otto"

I think there's something there but, I'm not sure what. Plus you know better what her reaction might be." 

"It won't be good Peter. Felicia, she can be a handful and she has some bad qualities. But she adores her mother and the memory of father. I get the impression that he walked on water the way that Felicia describes him." 

"There might be a connection between Octavius and Ms Hardy." 

"Peter, children don't always see their parents the same way that others do. You can't believe every rumor you come across. Would you believe there are stories that my father was the Green Goblin? I mean, how ridiculous is that. My father, The Goblin, next people will be saying you're Spider-man." 

"Yeah, how stupid is that." Peter smiled uncomfortably. "Listen Harry, If I am right about this thing, we need to find out where Otto is going to strike, to do that we have to find out who he has grudges against. He already made a play for your father. He attacked Connors. I'm just worried about Felicia and her mother. That's all. You could come with me when I talk to her. "

"I have work Pete. It seems like my father was involved in a hundred different things and everyone wants the same assurance that Oscorp is under firm control. I don't have time to breathe let alone anything else."

"I hate to point this out to you Harry but that is the same sort of excuse you used to complain about your father giving when there was anything that you wanted him to do with you." 

"Maybe I understand a lot better about the sacrifices that are required in order to stay ahead of the game."

"You're friends shouldn't be one of those sacrifices. The Goblin tried to kill you along with the rest of the Oscorp board to get at your father and you saw where that ended. Now Felicia's mother's past may be coming back to hunt her and Felicia is going to get caught in the crossfire." 

"Is this going to be the This-is-your-chance-to-show-that-you-care-about-her speech."

"I hoped that you wouldn't see it coming that easy."

Harry laughed and reached for the telephone, Peter had a lunch date five minutes later. 

***

He met Felicia for lunch after checking the office to find that Ben was still dead to the world. She was dressed in a business skirt and huge sweater. Her platinum blonde hair was pulled back in a bob. In addition, she was wearing a set of owlish looking glasses that fairly screamed efficiency. 

"So how long has your mother known Dr Otto Octavius?" He asked after the waiter left. 

"I hope you practice a little more foreplay with your girlfriend the model, Parker. A girl likes to be romanced."

"Sorry, last nights festivities have got me thinking."

"And me, Mother refuses to take any notice of the news she just says to let security handle it that's what they're paid for."

"Did Octavius work for you guys for long."

"Until he was tapped to assist Connors, Stillwell and Warren on the enhancer project."

"What happened after that?"

"He wanted to make the findings about the chemical public. That violated the non-disclosure deal the he signed. He went behind Mother's back and published. Mother went to the rest of the team and Connors was the only one willing to say the Octavius had stolen data from them." 

"So he was forced to retract his statements and as a result lost his funding."

"I think mom wanted to cut his funding long before that happened. She and he never got along." 

"Really, why was that."

"Mom never said. He was brought in to help develop technologies for The Foundation. Eventually Mom just started telling me to stay away from him."

"Why hire him if she didn't like him."

"I don't know after he want to work for Oscorp she never mentioned it again. Like it was a dead issue."

"That was a lucky break. I don't know of many places that would hire someone who falsified lab results."

"I know, yet mom never said anything to Norman about it that I know of." 

Peter changed the subject and they spoke about other things. Felicia asked about his Spider-man pictures and he was appropriately mysterious about it. In fact, she asked many questions. Did Spider-Man date, where did he hang out. Peter wondered at the questions. He remembered the last time she had seen Spider-Man in the flesh she had been quite taken with him. Peter wondered if Felicia had developed a crush on his alter ego. 

The two continued bonding as the waiter brought the bill. Felicia presented him with her credit card and then the two headed to the street. They headed for a car parked on the next block and Peter suggested coffee. Felicia hesitated for a moment and then agreed. They were stepping up to the car when a man with a cap ran up and grabbed the purse from Felicia's shoulder. Peter jumped over the hood of the car but was amazed when Felicia snapped out her foot and tripped the thug sending him spilling to the street. He was amazed she moved that quickly. 

"That was amazing…" he started but she pointed and shouted at him. 

"Peter, the car."

Peter turned around and watched as a thief climbed into the car and roared away from the curb. He shouted for Felicia to stay there and ran down the street after the car. Felicia looked after the fleeing carjacker and then turned to the thug groaning on the ground in front of her. She looked around and saw a cop heading toward them so she contented herself with kicking the thief in the head. 

***

Peter pounded after the car. He watched it turn a corner. He smiled as he saw an alleyway running parallel. He headed into the shadows already yanking off his shirt. He sprang up the side of a building and finished changing into his costume. He was soon slinging after the car. He swung low over the street and landed on the hood. The thief's eyes widened in shock. Spider-man splayed his hands across the windscreen and pulled hard. The windshield ripped free and he tossed it to one side. He fired a web-line into the car. The thief threw himself to one side and the web-line snagged onto the seat beside him. The thief slammed on the accelerator turning the car into a moving rocket. Spider-man used his remaining hand to cling to the roof. He realized it was a rag top moments before the thief inside acted. He pulled a knife and slashed the rooftop cutting the chunk of the roof away that the hero was holding onto. Spider-man cartwheeled toward the back of the car, landing on the trunk. The thief did a fast heel toe movement that sent the car fishtailing toward a lamppost. The impact threw Spider-Man into a wall. He felt fire erupt in his shoulder. He sank to the ground and watched the car barrel down the block. Pulling himself up he looked after the speeding vehicle. "Well. Thank God, nobody is getting this on tape. Being spotlighted on America's Dumbest Vigilantes wouldn't improve my dubious reputation."

"Lets see if this goes right this time." He took to the air web slinging down the street. He landed on the roof of the car as it sped around a corner at full speed. Spider-man reached into the car through the hole in the roof. The thug tried to shake him off. Spider-man sneered. "Yeah Evil Kenivel like that's going to work" He sprayed webbing into the car fixing the thief to the seat. "You wanna get wild, just know that you're going down with the car." 

The thug jammed on the brake. Spider-man webbed his feet to the pedals. "Since you're going to be here for awhile, how about a little music." He reached to the dashboard and tuned the radio to an easy listening station. "Feel free to scream as much as you want it will get the police here much faster."

***

Felicia was just giving her statement to the police when Peter came jogging up the block. "What happened to the car?" She asked looking for vehicle as though Peter might be hiding it. 

"Oh Spider-Man showed up and stopped the guy it was funny really, I had almost lost him. But Spider-man caught up to him and webbed him to the car. Actually, I wish I'd had my camera with me JJ would have had a hard time spinning Spider-man stopping a carjacker into something negative." 

"I wish I had seen it, is he still around somewhere?" she asked breathlessly with lust in her eye. 

The police officer made a grunting sound and Peter looked at him. "Problem, officer?" 

He stared back at Peter and then muttered quietly. "Peter Parker, Spider-man's personal paparazzi. You glorify a vigilante, which makes the legitimate police look bad, as if the system doesn't work. "

"Spider-man is a public citizen officer if you want to believe JJ Jameson's editorial bluster that's your business getting the truth out even if it means becoming someone's `personal paparazzi` is mine."

"Charming as this testosterone clash is shaping up to be, can we get back to the how and why of these guys?" Felicia asked testily. 

The cop broke from his giving Parker stink eye and responded wearily. "Do you want to press charges"

"Of course I want to press charges why wouldn't I?"

"Because." Peter responded for the policeman." If you put them through **the system**, they will be out on the street inside of a week. They remain free until the trial date by which time some over worked and underpaid court appointed attorney will pled the case down to a misdemeanor. They will look at the fact that we got our stuff back and that you beat the guy that tried to take your purse. I'd be surprised if they saw two years in jail. So they are in jail for a few months and they have records. Any one bold enough to march up to someone on a street and steal a car or purse will not be inconvenienced by having a record. So the question is not do you want to press charges, the question is do you have the time to devote to seeing it though to its unsatisfactory conclusion." 

Felicia looked at Peter then at the policeman who's silence was more damning an agreement then any ranting he could have done. She turned on her heel and stocked away. 

***

An hour later, the cops were processing the two street thugs when a woman showed up at the station house. "Who are you?" the Desk Sargent asked, as he looked at the ID. 

"Detective Sharon Carter. From downtown, I'm tracking something big and the two you brought in this evening may have something to do with it. "

"That was fast, we just got them in."

"I was monitoring the police band and heard they had been picked up"

"We were just going to process them."

"I need to talk to them first."

"What do you need?" 

"Five minutes and an empty interrogation room. I'll be in and out."

Five minutes later the thugs were sitting in another room cooling their heels when the cool efficient detective swept into the room. 

The purse-snatcher muttered "They were going to delouse us."

Carter held up her finger and shushed to two men as she held a pen in the air and gave it a quick clicking turn. "The audio and video on the camera just went offline. What happened? "

The two men looked at each other and the carjacker responded. "We were trying to gather evidence in a more direct fashion. Things didn't go as planned."

"Observe the subject, track the subject, report any contact the subject has, especially if it's with Dr Octavius. Now I can be bad with interpreting orders but where in that brief summation did you two get the bonehead idea to snatch someone's purse or steal a car."

The two men flushed. "We screwed up." 

"You think?" Carter snarled "The only good thing in this is everyone believes this to be an ordinary street crime. The police are obviously treating it that way." 

"You don't mean we have to rot in here longer."

"You gentlemen might want to use the time to consider what will happen to you when we finally get you out."

"What about the subject."

"Not your concern anymore." Carter pounded on the door to call the policemen back. "If I were you, I would look forward to the delousing." 

***

Carter headed out of the building without a glance at the officer who had let her in the door. She headed for a phone booth on the next block. There she lifted the receiver and checked for a tone then reaching into her purse she attached a small device to the phone that auto dialed a number and gave a security tone recognized on the other side. The answering voice was as to the point as she had been. 

"What happened out there? How were they compromised"

They weren't as far as that goes." Carter answered brusquely "they had a random act of stupid and have been mistaken for common street hoods." 

"Recommendations" 

"It sounds cruel but I'd say give them enough of a history no one will look twice and then let them fall though the cracks. We can always catch them later"

"And the target." The voice asked impatience in its delivery. "Are any of the principles aware of the surveillance."

"No, Even Spider-man took them for thieves and responded in like fashion."

"Then the operation continues."

Carter broke off contact and stuffed the tone device back in her purse. She would have to find a new way of monitoring all the players involved in this mess. She glanced at the front cover of Daily Bugle visible in a newspaper box beside her. The picture, an older one, showed Spiderman in flight and seemed to mock her. "Especially you…how do we control what you're up to." 

***

Felicia came through the door she had not meant to walk out on Peter like she had, but her fury at the afternoons events was unbridled. She also sensed excitement, Spider-man had been in the area but predictably, Parker had been the one to catch sight of him. If she wanted to get to Spider-Man, she would have to go through Peter … at least for now. She sat and thought about what Peter had said. How to get the interest of Spider-Man? She was just considering her options when she opened her office and found a trench coated man standing at her desk. She was immediately annoyed the girl outside had not warned her until the man turned and she saw the man in front of her was Dr Octavius. 

"Hello my dear Felicia no doubt you remember me. I would like to speak to your mother of certain things." His metal arms were already on her before she could even move. "You of course will help me. Convince her." 

***

"I don't know which I find more annoying when I have a hangover Peter, the sunshine or your obvious afterglow." Ben Urich was in a mood. The shades that covered his eyes concealed the redness that he woke up with and still had. His long hair was hanging loose because "…it hurts my head to pull it back." 

According to the news, this was the general after effect of the gas Doctor Octopus had used on the campus. Some were even suggesting that the lizard creature was a hallucination brought on by the mass hysteria. 

Urich had fought the pain and proposed a visit to DeWolf's office. The police had been silent on the search for Dr Octopus. The news that he had been sighted on the campus shortly before the chaos broke out had Peter And Ben thinking that it was time to touch base with their favorite off the record source. 

She was her usual cheery self when they arrived. "Oh god, you two. What higher deity did I piss off."

"Detective nice to see you so reserved." Ben seemed to be in a punchy mood brought on by his hangover. "I was wondering if you could share any details of your recent attempt to find the fugitive Doctor."

"No comment" De Wolf replied curtly she seemed to be stressed and Pete was all set to leave and come back some other time but Ben stood his ground.

"When asked about the search for the Terrorist Dr Octopus, police could point to no concrete steps they were taking to safeguard the city."

DeWolf turned around and marched up to Urich. "You wouldn't dare print -boy." 

"I have a hangover Jean don't try to guess what I will or will not do when my head hurts this much and I have to endure your stonewalling."

Jean sniffed in an exaggerated manner. "Why Urich, is that liquor I smell on your breath I may have to lock you up for twenty-four hours … purely a preventative measure. You understand." She said in a friendly voice 

"Sure Jean, that will give me time to fine tune my hard hitting piece on out-of control police authority." Ben said in the same friendly tone. 

Peter for his part was seeing way too many teeth being bared for this to be a friendly conversation. "Ok guys could we retire to our respective sides." He gradually pushed Ben into a chair. Jean looked around and noted how many officers had stopped their deskwork to watch the proceedings. She unleashed a profane rant about everyone minding their own business and then gestured to the two men directing them to her office. Peter grabbed the back of the chair he had shoved Ben into and pushed into the office kicking the door shut in the process. 

"What the hell is up with you Urich." DeWolf asked genuinely surprised at him. Ben was about to answer when Peter interjected.

"Last night at the campus Ben got a lung-full of the chemical Dr Octopus used on the crowd." 

Jean nodded. "That explains the hangover. I have a dozen reports to sift through from last night's orgy of stupid."

"I guess you got nothing out of Dr Connors." asked Ben 

Jean shook her head. "Gave us a disk filled with copies of the files Dr Octavius accessed. Seems he was interested in the group work Connors was involved with a dog's age ago."

"Amazing he gave us less then nothing. What did you do."

"Nothing he was somewhat uncooperative when we talked to him after the Ravencroft attack but last night he had a change of heart. We had to pull him out of a spider-web so I assume the Web Slinger had something to do with it."

Peter kept quiet as the two discussed their impressions of his alter ego's activities. Sensing a story Ben became totally placating. "Anything you can give us, Please Jean you know I was letting my head pain talk for me earlier."

"Ben, I am being kept out of the loop by the NSA. It's like they are trying to find him so they can interrogate him, not stop him." 

"The only thing he knows potentially is whatever Norman told him or he discovered about the performance drug." 

"Danm spooks with their danm secrets. You mark my words Urich they will let all of us die before they tell the truth."

"What truth, what are they hiding." 

"It can't be a coincidence. Mutants are on the rise around the world. More are appearing every day. That Oscorp brew would be a perfect tool if they want to create their own meta-humans. But, they lost control. First the Green Goblin now Dr Octopus. They screwed up and lost control of their little Frankenstein experiment and now they are trying to figure out how to clean it up." 

Ben nodded "where are the men in black right now."

"Interviewing Connors again, apparently some of what they want to ask is restricted information so I'm not cleared to sit on the interview. I was still pissed about that when you two rolled in here."

"I'm going back to that university, there is something going on there I know it, Connors was hiding something and it wasn't just the presence of Doc Ock in his office." 

Peter headed for the door. "I'll hail the cab." 

Urich shook his head "No way Parker, Connors has issues with you and those agents will get really tight lipped if they smell that camera. I can be unobtrusive." 

Peter put up a fight but Ben had made up his mind. He hustled out of the office DeWolf at his heels. Peter wandered toward the entrance. The office was brimming with activity. Policemen labored over reports or conversed. It reminded Peter of the daily beehive of motion at the Bugle. He was passing a desk when he heard a conversation. 

No sweetie … yes Hon. Of course I will be on time but this thing came up at the last second. A silent alarm over at the Hardy Building…. No it's not a big deal, the last five times it happened they freaked out when we sent over units. I figure, let them call and ask for help this time." 

Peter watched the officer hang up the telephone. Felicia Hardy worked at the Hardy Building during the day. Connors had mentioned that Octavius had previous dealings with Anastasia Hardy. "Well" he reasoned "If it's nothing I can always see what good old-fashioned detective work can accomplish and if something is going on having the Hardy women owing Spider-Man a favour has got to be a good thing." 

*** 

Two deliverymen hustled a metal casing through the plush halls of the Hardy Foundation Building. 

"Do you think they know how heavy these things are." One worker said to the other. 

"Do you really think they really care about working stiffs like us." His partner complained. 

"Why do you think they wanted this delivered to the bosses suite." His friend wondered as they stopped to catch their breath.

Rule #345 never question the mentality of the suits your health and sanity depends on it."

They gathered up the casing and continued lugging it down the hallway. "What is this thing supposed to be anyway."

It's a high-pressure container used for holding gaseous materials. The bit at the top expels the gas."

"How do you know that?"

"What, you think I am going to haul crap for suits all day. I got plans baby. I take night courses and stuff."

"Really you think I could do something like that?"

"Sure, there's forms you can fill out, I'll get you started."

"Great I always wanted to better myself."

The stopped at the door to Anastasia's office and pounded. She answered shrilly

"Bring it and get out. And don't pound on my door or you'll be pounding the pavement." The two silently placed the canister on the floor and left the office without a word. Anastasia didn't see the pair of raised middle fingers that both men flipped her as they left. This was ok for Doctor Octopus noticed it and he chuckled to himself about it as he stepped from the alcove in which he and Felicia had been concealed. He let go of her mouth but the metal arms enfolding her didn't relax their grip in the slightest.

"Anastasia so nice to see you're still the master of employee relations you've always been."

You have what you want take the canister and go." 

"… And leave your charming presence without reliving the great memories we share."

"We share nothing and we have nothing in common."

"Not true, we share an appreciation of power and dedication required to achieve it." 

"I don't want power, I just want my daughter back." 

"And I want her to be safe, tragically your devious nature insures that I will have to confirm the canisters condition before releasing young Felicia. Not to worry though, I'm sure she and I can discuss much."

"Leave her alone."

"Young girl, in the flower of her womanhood, and dating Harry Osborne so I hear. Why don't I believe that's a coincidence?" 

"I don't care what you believe."

Octavius sneered and continued checking the seals on the canister he nodded to himself and hauled the heavy load under one arm. "Tell no one that I have been here I will release Felicia when I am satisfied that you have been a thoughtful and wise mother."

"That wasn't our agreement. I give you want you want, you let my Felicia go."

"I'd worry less about when I will release her and more about what I might say to her before I release her." 

"Danm you Octavius, if you say…"

"An empty threat Anastasia, I take my leave, you might consider the folly of crossing me as you did so long ago." 

Felicia yelled for her mother as Octavius wrenched open the window and climbed through pulling Felicia and the gas canister after him.


	4. Part Four

***

Spider-man landed on a ledge outside Anastasia's office. He heard her weeping and burst through the window expecting a battle royal. Instead, he saw an old woman with blond hair on the floor of the office. She startled at the sight of him and screamed. 

"Relax Ms H, what's the problem I heard there was an alarm." 

"Octavius you've missed him, he took my daughter." 

"Felicia why, what did he want with her." 

"A high-pressure container used to hold gaseous materials."

"What did he want it for." 

"I don't know, I just wanted Felicia back and was willing to do anything to make that happen."

"You gave a guy who is thirty-one flavors of crazy, the means to disperse noxious or volatile gas."

"He promised me that he would release Felicia unharmed." 

"And he lied to you, I'm shocked." 

"Don't judge me, I doubt you have a family or understand the sacrifices one must make for their protection."

"Felicia is in more danger now then when she was just a hostage. I don't get it what does this guy have on you." 

"It doesn't matter and I don't want you getting involved."

"What, I'm not sure I follow."

"He swore he would hurt her if I sent the police after them, If Felicia is safe then nothing else matters." 

"Ms Hardy maybe your learning curve is a little steep so let me bring you up to speed. You are asking me to trust a man who recently caused a mass riot on a school campus to cover his escape, who kidnapped your daughter to get materials he could steal anywhere. Who is planning to use those materials to build a bio chemical weapon that will unleash mass insanity on the streets."

"I just want her back, please if anything happens to my daughter I don't know what I will do."

" I'll save your daughter, while I am at it maybe you could think about if the secret you're keeping from her is worth all the lives in danger tonight because you allowed Dr. Octopus to blackmail you."

***

Felicia struggled against the bonds Octavius had used to secure her. The doctor noticed her struggles only peripherally. "You struggles are quite useless those bonds aren't going to break anytime soon. 

"My mother said you were warped but I never dreamed you went in for this kind of sicko behavior." 

I assure you I am well beyond being a sicko as you so quaintly refer to it. I want justice, justice for the opportunities I was robbed of by your mother, by preening fools like Connors and by manipulative scum like Norman Osborne." He continued adjusting the container he had brought to the roof of the Oscorp building. "As for your mother, she is far from the staid conservative social butterfly she pretends to be."

"If you're going to rant about my mother, the ball busting business bitch, I've heard it all before from people I respect a lot more then you."

"You should ask your mother where she acquired that business acumen."

"Presumably the same place most people do. If your so threatened by a strong woman why ask to work with mother in the first place." 

"Your mother sought me out hoping I could unlock the secrets she gained from your father's discoveries. I used the opportunity to insure my own long term comfort but your mother saw my work with Osborne and his Greek chorus as a threat to her dominance over me. She actually claimed that the harness I invented was her property. Lawyers tricks and slight-of -hand that's her stock and trade."

Felicia stopped struggling for a moment as Octavius' words made an impact. "What discoveries, my father was no scientist. He was a business man and not that great at it so mom says."

"Your father was no scientist, that is true but even so his accidental discovery made your family the wealth it enjoys today and brought me into your life." Octavius paused and thought for a moment, "I owe your family much Ms Hardy. I think it is very fitting that you are sharing this moment with me." 

***

DeWolf looked at Carter sitting across the desk. "You've talked to all my witnesses and you have been to all the crime scenes. I even hear you were interrogating a couple of second string street thugs."

Your point?" the weary agent asked as she sank deeper into the visitors chair

My point is unless your are really on the wrong track you are holding out on me and this goes beyond classified information. There are policemen risking their lives to clean this mess up you owe them some idea of what's going on. Who is Octavius and why do your want him so bad."

Carter looked at the woman in front of her and sighed heavily. "Octavius is not the problem, he is part of the problem."

Explain."

A few years ago, a thief stole a painting from the Latverian embassy. On the surface, it was worthless but weeks later, the American government was contacted by the thief who offered us the painting in exchange for the safety of his family. The head of the agency made the thief going into hiding part of the deal."

What was so important about this painting?

It contained plans for what was thought to be a new chemical energy formula. By the time, we found out what it really was it was too late and the government had given the contract to produce the chemical to a small company. 

What was the chemical? 

A performance enhancing drug."

Oscorp

Octavius, Connors, the rest of the people we have been trying to talk to all had contact with the original formula and we need to know who was exposed to it and how much exposure they had.'

"So if this thief stole the plans why not ask him who he gave the plans to before turning himself in."

"Because we already know who he shared the plans with. The problem is that they gave Octavius access those plans and Octavius was always a little unstable. Now after his accident he has gone completely loony tunes." 

What did you find out."

He stole plans from Connors for a chemical derivative that can enhance the fear response in the brain of any human exposed to the chemical. 

"A fear gas?" 

"Something like that. Now we have proof that Octavius broke into the remains of Oscorp labs and stole files relating to an airborne delivery system. If he had a container, something to expulse the gas over a wide radius, the chaos on the Columbia University campus would be like a slow hazing week in comparison and this would be across the whole city." 

"Total wide spread madness "

"Now you see why we have been trying to keep this under wraps." 

"Danmit you idiots have just signed our death warrants." 

"What"

"He goes after Osborne, he breaks into the ruins of the lab he worked in. He assaults the man who he blames for his loss of professional standing and he causes chaos on the campus where that happened. He is going after those he blames for the crap in his life and naturally that would make only one useful target."

DeWolf snatched up a telephone and dialed a number. "I want a couple of black and whites at the Hardy Foundation building."

"Of course detective, we were already taking care of it. How did you find out about it." 

"What are you talking about?"

"Old Lady Hardy just called us to say that Octavius had just been there."

"Shit, how long ago" 

"Ten minutes, we are just rolling apparently some one sighted Spider-Man headed toward the Oscorp tower."

"How is he involved in this."

"Building security saw him leaving not too long ago."

DeWolf hung up with a curse. "You know that impossible scenario you were hoping you'd never need you had better tell me what it is."

"Is this the spandex civilian." 

He is going after Octavius and Octavius was just at Hardy Foundation. A place where they do energy research involving volatile gases and chemicals. 

Carter cursed "the airborne delivery system where are they." 

"My people have them heading for the Oscorp tower. It big and tall and with the prevailing winds today he could hit every square inch of land between here and New Jersey." 

***

Doctor Octopus put the finishing adjustments on the canister. He looked over at the struggling Felicia "Would you care to make a contribution to science Ms. Hardy. It would only be a moment I need to confirm the mix of the chemical batch is correct." 

"Stay away from me you freak."

"Sticks and stones Ms Hardy, a lady of your breeding should be able to control her emotions much better." He rose from the canister and stalked across the roof toward the woman. "You are about to join the annals of history as the first test subject. I hope for better results then on the campus. The gas wore off entirely too quickly and chaos was too contained. That interfering wall crawling menace spoiled my experiment."

Felicia rolled away from the advancing madman "leave me alone." 

"You're being over dramatic. This wont hurt at all. At least, I shall be quite safe I assure you."

"I wouldn't that confidant if I were you Doc" the voice drifted across the roof and Felicia. Eyes lit up as she spotted her rescuer 

Octavius whirled around. Spider-man crouched on the roofs edge 

"You, I saw you at the campus as I made my escape why must you interfere in my business."

"Oh, I don't know I think it's the way you megalomaniacs construct these elaborate revenge schemes that just demands that you get in their face about it."

Octavius reached with one tentacle over to the canister. "With one push of a button I can unleash hell on this city."

Push that switch and I will break you arms all six of them. 

You haven't the ability to take me down. Insect, your lesson in humility is long over due. 

As is your appointment with Jenny Craig." Spider-man mused cocking his head to one side as though observing Octavius' hefty build. 

Felicia snickered. An enraged Doctor Octopus turned on her, reached out with his arms to ensnare her, and brought her close to him. "Stop laughing at me I am your superior and will have…" Spider-man used the brief seconds distraction to bounce across the roof and smack Doc Ock sending him spinning backwards. He fell to the roof and Spider-man ran to Felicia and freed her. Doctor Octopus picked himself off the ground. Felicia ran toward the roof entrance Spider-man not far behind. "Get to the ground level and call the police if they aren't there already."

"What about you/"

"Don't worry about me I deal with raving lunatics every other Thursday." 

Felicia fled through the door. One of the doctor's tentacles reached out and slapped it closed.

"The great Spider-man running from a fight. Where is that young punk who follows you around. I'm sure the people of New York would love to see you cowering before the awesome intellect of Doctor Octopus." Spider-man had never been planning to run. He paused and looked at Octavius.

"Wow Otto, you are insane. I mean the light from sanity isn't shining on your little planet anymore is it?" 

"Shut up, shut up, I am a genius. You have done this to me. All of you are all to blame." Dr. Octopus lashed out at the webbed one who skipped along the rooftop avoiding the thrashing metal arms as best he could.

***

Felicia ran out into the street. Police cars had set up a wall of force around the Oscorp building. A trench coated officer stepped forward and motioned her away from the building. 

"Spider-man's still up there with that freak. "

The officer ran with her back to the crowd of police. "Spider-man's upstairs with Octavius and the bomb see if you can get close."

"He said he was going to set the bomb off if he was interfered with."

"Yeah we know but Spider-man and he are mixing it up as we speak maybe if Spider-Man can keep the doc distracted we can get close to the device and neutralize it."

***

Spider-man was thrown backward into one of the chimneys on the roof. He fought the siren call of blissful unconsciousness. Staying ahead of the crazed doctor was getting harder. He was exhausted but the Doctor was hardly moving at all his metal arms providing all the menace that was required. 

"You can not dodge me forever, insect."

"I'm not doing such a bad job now." The web head yelled as he back flipped away from Otto's thrashing arms. "Course an idea would be good right about now." He thought to himself. This always seemed so much easier in the comic books." He flipped over a stone chimney and landed wrong. Stumbling he reached a hand to steady himself and felt through his gloves the cold metal of the arms of Octavius. Instantly the arm curled around his wrist and tossed him high into the air. Spider-man cried out as he was belted across the roof to land in a heap next to the canister he reached up grabbing for the top to pull himself vertical. However, even as he rose his spider-sense screeched a warning to which his aching, bruised body had no time to react. The arms slammed into him and pinned him to the roof. 

"Get away from that." Octavius screamed he marched toward the web slinger evening as the octopus arms shoved him further toward the edge of the roof. "That is mine, product of my genius. Connors was going to waste this discovery. Imagine the power to destroy the very restraints that make us civilized and he was going to destroy what he had found." He reached for the canister tapping a button release on the top Spider-man heard the canister beep plaintively as it began its hellish countdown. 

"Otto listen to me. You have to stop this. Millions will suffer, and for what? Your revenge? None of those people down there ever harmed you. They don't deserve to have their lives stripped away for your hurt pride and arrogance." 

"My arrogance, Connors and Stillwell were content to fool around with their vermin experiments. Warren was too busy chasing co-eds around the classroom to realize the power we could have controlled. The things that could be unleashed." 

"You're no better. Your so blinded by hate and envy you'll plunge a city into chaos for nothing." Spider-man spit at him as he struggled against the arms pinning his shoulders to the rooftop. 

"No, not for nothing. When this is over the name of Octavius will live forever." Otto paused and raised two of his metal arms above his head. Spider-man saw Octavius' intent was to bash his head through the roof. 

"You'll go down in history as another Mengele, because you want credit for creating a chemical that turns men into monsters" 

"The enhancer will elevate mankind to god-hood. My genius made that possible." The arms raced toward his head. Spider-man flipped his feet up catching the arms on the soles. Then bracing himself, he pulled Octavius forward causing the man to sprawl on the blacktop. Hopping off the ground, Spider-man fired a webshot at the demented scientists face. Octavius screamed as webbing blinded him. 

His arms thrashed the air again but this time Spider-man was prepared. He leapt into the midst of the writhing mass of tentacle. Landing on one arm, he slid down the length. His arm was already cocked back to punch at Dr. Octopus when the man tore his glasses from his eyes freeing them so he could see. Otto was racked backwards by the blow. 

"You want to be famous, fine you'll be the biggest load on two legs I ever beat into unconsciousness." Spider-man kicked and punched at the man driving him backward to lie on the ground, arms waving in the air.

"No, you can't defeat me. I am superior…" screamed Otto as he made one more attempt to grab at Spider-man and throw him off but the web spinner would not be denied. 

He caught the arms as they came at him. "Really Doc, well then, let's even my chances just a tad shall we." He hissed as he braced his foot on Otto's broad back and pulled as hard as proportionate spider strength would allow. There was a tearing noise and Otto screamed high and clear. The arms came ripping free of the housing on Octavius' back. Gathering the mass of squirming metal in his arms, he threw them across the roof leaving Dr. Octopus empty of the weapons that had given him his nickname. 

He dropped the defeated man to the roof and walked toward the bomb still counting down to the release of its ghastly cargo. He wondered how he could defeat the thing. Could he get it to the street in time for the police to defuse it? It was doubtful That meant he'd have to do something here and now. He only barely registered that one of the arms had landed close to the bomb. He was stepping over it when the arm twitched and tried to grab at him. He instinctively jumped and the arm lashed out striking the chimney he had crashed into earlier. 

The chimney ripped loose from the roof. Spider-man hopped to the edge of the roof and fired a web line downward. The line snagged the falling chunk of stone slowing it and sending the block crashing to the side of the building. Spider-man tuned and grasped the flailing severed arm and beat it against a wall before hurling it over the roof. The defeated doctor moaned piteously and flailed on the ground. Spying the bomb he snatched it up and read the indicator. The bomb would empty its payload in seconds. He turned and ran across the roof. He leapt over the side of the building lashing out with a web line to secure himself to the side of the building. His rapid fall slowed and finally stopped. Kicking in the window, he landed in one of the labs. "Gas, leaking gas how do I stop - yes" he spotted a container of liquid nitrogen sitting on the floor he hauled the heavy container over to the super coolant.

***

"Secure the area danmit." DeWolf screamed to a Sargent. She watched as the action on the roof quieted. "What's going on up there?" She asked to anyone listening. Someone started talking on a CB and relaying her request for information. There was a moment when the crowd parted and she saw the boy. He couldn't have been more then five. She actually watched with a part of her mind that she was not aware of as the boy stepped from the crowd, eyes gleaming, fixed on the chuck of masonry hanging from the side of the building. She went back to asking for confirmation that the fight was over and asking where the bomb was. 

The boy was closer now arms outstretched toward the hanging block of stone. She saw this all and was about to ask someone why they weren't grabbing the kid when blocks of stone broke loose from the hanging chimney. Then there was just the sound of a heart beating. DeWolf started to run. The space separating her from the child was vast and yet she covered it. In the last second before contact, she realized that there was no place to shove the child and her forward momentum wouldn't allow her to pull the child backward to safety. 

***

Leaking gas, seconds left, have to super cool the container, stop the gas reacting with air." Spider-man looked around for a hose and dispenser. There was none. Where was the hose? He heard a dread beeping coming from the bomb shouldering the liquid nitrogen he pointed it at the bomb and used his hand to snap the top off the cover of the tank. A stream of high-pressure liquid blasted from the tube and coated the bomb turning it in an instant from a chemical weapon into postmodern sculpture. The tube heaved at his aching arms and shoulder but his spider strength persisted. He planted his feet and refused to either release the tube or be shoved backwards by the force of the liquid coolant streaming from it. What seemed like hours later but was only a minute the tube breathed it's last and the coolant was completely expelled. 

***

She leapt forward tackling the child. Her arms enfolded the boy and bore his body to the ground even as her back muscles braced for the impact she knew was coming. The first stones fell like sledgehammer blows across her back. Painful pounding that she sensed meant that ribs were cracking. Then more pounding and she knew that her spine had broken. She thought about screaming but the air had been forced from her lungs. The blows on her back continued to fall for a few seconds longer and somewhere around the last two or three she realized that the child was still squirming underneath her. Almost at the same time, she lost the ability to feel anything from the neck downward

***

Spider-man looked at the block of ice sitting in front of him and smiled grimly at it. He secured a web harness to the whole thing and hauled it on to his back, groaning under the weight. He carried the mess down the hall. He decided to take the elevator to the ground floor and as the elevator doors opened he as humming the tune to "Whistle while You Work." 

The elevator opened on the lobby and Spider-Man walked out into the glare of TV cameras. The crowd was quiet and he assumed it was because they were wondering if they were all going to suffer the effects of mind-bending gas. "One deadly noxious chemical bomb neutralized by your Friendly Neighborhood Spider-Man." He held up the webbed up container layered with frost. The crowd was still silent and he stopped did I miss something?" several police moved forward and took the webbed up package from him carrying it toward a truck that had CDC stenciled on the side. One of the police pointed toward a stretcher that was being carried toward an idling ambulance. " After you caught the chimney some of it broke away. DeWolf jumped on top of a kid and saved his life but she was hurt bad." 

In that second he saw DeWolf being carried toward the ambulance, he was suddenly climbing into the back. DeWolf looked bad. She looked small under the sheet and he reached out hesitantly and grasped her hand. "Jean … Jean wake up. You're going to be ok, you hear me. You're going to pull through this." 

Her eyes fluttered open and a smile crossed her bruised face. "You usually lie much better then that." 

"Stay quiet, they are going to get you to the hospital." Peter grasped her hand and watched the driver tear through mid town traffic as though the devil was at his heels …or death. 

"I can't feel my legs and the fact that I can hear my hand bones cracking in your grasp even though I can't feel it tells me that I have lost feeling above the waist as well. Not the best out look even if I'm no doctor." Peter looked down and saw that indeed his hands were crushing DeWolf's. He cursed and released her hand. "Relax I can't feel it anyway." 

"Jean I am so sorry I should have been there."

"I am assuming since the city is not in chaos that you saved us from Doc Ock's little toy."

Peter nodded and DeWolf seemed to relax "then everything else is just drama. It's too bad that blowhard you work for is going to rack you over the coals for this."

"You're delirious Jean, Parker is the working stiff not me."

"You dummy, I am a detective, I detect. As in, use clues and hints to construct facts. Relax, judging from how dark everything is getting I'd say your secret is pretty safe with me."

Peter grasped her hand "I'm so sorry about this Jean." 

"You're crushing my hand again, I can hear It." she looked at him and seemed to focus past the mask. "Christ, I feel sorry for the girlfriend, you are going to be a mess after I am gone."

This is my fault I should have been more careful."

"If you give up the mask because of what happened here today I will come back and kick your ass. Besides you look good in black."

Peter looked down at himself. He was covered in soot. The dust made the costume look dark. He looked back at DeWolf to correct her mistake but her eyes were closed. He started calling to the drivers of the ambulance one of who came back and started working on her again. He was saying something about her having slipped into a coma but like Jean, Spider-man was well beyond listening. Unlike Jean however, he was not at peace in the place to which his mind drifted.

***

The hearse carrying the coffin pulled out on to the main street. It moved toward a burial site with all the grandeur that it deserved. The NYPD were laying one of their own to rest. Doves released from the church bell tower soared above the street carrying the fallen one to her final resting-place. In the crowd headed toward the burial site, many that had been helped by the officer walked solemnly. Among them, head bowed in sorrow walked Peter beside him stood Mary Jane and Ben Urich. She glanced at him seeing the soulless look in his eyes. She clutched him tighter to her and they walked as one. 

The service had been grand with the chief standing up and giving a eulogy praising her dedication and bravery. Members of the family stood up and recalled the little girl who had fought against every convention "including the bonehead members of her own clan" to become the best cop on the force. Peter listened miserably and her condemnation was in every silent moment, in every prayer and in every remembrance. At one point though during his speech her brother looking as though he was operating on no sleep said as though speaking to right to him. "A lot of people in this town are going to be up in arms about the way my sister died. Let me assure you that I am one of those people. Nevertheless, one thing she did tell me once was that she wished that every person in the city would show the bravery to get involved and make a difference. She was not fan of vigilantism but she believed that if men and women were willing to defend their right to live in a better, safer city. It made it easier for her to do her job and she loved her job." 

MJ squeezed Peter's hand because sometimes deeds speak louder then words . . .

***

A few days later at a press conference the medical examiner was clearer cut but less condemning. "There is no evidence that Spider-man either knew or could have known what was happening outside the building so the finding of accidental death while in the line of duty stands." 

There was outcry from cameras and press covering that press conference. The ME listened to tumult for a few seconds and then held up his hand. "The other finding I want to make public concerns the report of the EPA. I won't bore you with the dry stuff but they are very clear. The use of super coolant to contain and neutralize the gas prevented a disastrous leak that could have harmed the city. Dr Octavius apparently got the mix of the chemical he stole wrong. The batch he created would have killed those nearest to the release site. Spider-man's quick thinking may have saved us all. Therefore, I will go on record as thanking him for being there. Now if your will excuse me gentlemen." He pushed away from the mike ending the conference." 

Ben looked over at Peter who was still miserable. "Peter relax, Spider-man will be back. Everyone who means anything knows that what happened to Jeanine wasn't his fault." 

"All he had to do was pull the chimney back up on top of the roof or lower it to the ground and none of us would be talking about this right now." 

"For what I have seen of that report Spider-Man barely managed to stop the gas from releasing in time. If he had stopped to make sure the chimney was either on the roof or on the ground we might all be crazy or dead right now." 

The two men walked out to the busy street. Ben started hailing a cab back downtown when Peter heard a cry. He looked up and Felicia was waving them down and smiling."

"Well Parker, you look properly depressed."

Ben answered for him. "He's still worried about the web-slinger. No one's seen him for days. Parker is worried his career as a super hero photographer is over." 

"I know you have heard this before Parker, but Spider-Man did everything he could have and more."

"Thanks Felicia, how is Harry I meant to thank him. The surveillance video he had of the roof top really made things easier on Spider-man proving his innocence."

"Yes and he won't even tell me how he got those pictures. The last time I heard the roof didn't have that kind of camera coverage."

"How is your mom?" Ben asked 

"Mother is taking some time off with my blessing this whole experience has been difficult on all of us." She muttered bitterly. Peter made a mental note to ask Harry what was going on. Felicia was not finished. "Incidentally Parker I want you to deliver this message to your little web spinning friend the next time you get a shot of him." She handed Peter a slip of paper, and then she turned on her heel, and headed toward a car where a driver was waiting for her. He was about to stop her when Ben piped up. "That lady has some severe issues." 

Peter looked at the reporter "You think all women are nuts. You have said so on several occasions." 

"There are exceptions, Mary Jane would be a perfect example."

"Please, your admiration of MJ is based solely on the fact that she's an über-hottie and you wonder what Fustian Bargain I struck so that camera geek gets a piece of that." 

"Very true Parker, but she is still a spectacularly stable individual." 

"I know, she's been leaning on me lately to start working again."

"I agree with her you were a good photographer long before Spider-man came along."

"How do you know the first time you saw a picture of mine it was of Spider-Man." 

"And since then my respect for you has grown by leaps now let get going I want to file this story. And you have to go prowling."

"What, why me?" 

"Parker, Spider-man is smart he will eventually figure out that the one thing Jean DeWolf wanted more then anything was for the city to be safe and when that happens you have to be there."

***

The city was still in mourning. There was a light rain that dusted the city and Spider-man swung through it. He couldn't figure out if he was punishing himself by web slinging through the light rain. He was wearing darker colored threads. He had dyed one of his costumes black and white, mostly black. In minutes, he was landing on the balcony of the condominium Felicia usually shared with her mother. She stepped out on the landing. She was dressed in work out sweats underneath a silk housedress.

"Parker mentioned you wanted to see me."

"Been a busy few days, how are you holding up." she asked. 

Spider-man made a vague dismissive gesture. "It'll be ok, I just need a few days of activity and things should improve." 

"I like the new look, is this just for a period of mourning or is the black a permanent change."

"A friend told me I look good in black. I thought the outfit should reflect that." 

"I know you've heard this before but you did everything you could." 

Spider-man looked at her. "You're right I have heard that one before." 

She stepped close to him and hugged him tight. "I asked you here because I wanted to thank you for rescuing me and for always being there, When you're needed." She pulled him in closer and slowly pulled his mask up halfway exposing his lips. She kissed him the warmth of her mouth felt like a living thing. His mind fell away for a moment trapped in the severe bliss contained in that one single moment. A part of his mind wondered where she had learned to kiss like that and another wondered if Harry knew that she kissed this passionately. He backed off and she raised her hand to cradle the half of his face she could see. "This is ok right, I mean, you don't mind being kissed do you?"

"No, when it happens I love it."

"Good" she smiled slyly and leaned in quickly fastening her lips onto his for another mind emptying moment. He might have stayed that way except this time he heard her moan and her body pressed more urgently against his. He pulled back. "I'm sorry I can't do this."

"Parker said you don't have anyone. I assume he knows you at least that well."

"I don't have anyone, not because I can't, but because it's not safe. Someday some punk or bad guys like Doc Ock or The Goblin could get lucky. If someone ever learned who the man behind the mask is, everyone close to me could be in danger." 

"I know what I am doing. You don't have anything in your life but this relentless fight. Why not give someone a chance to help you feel again."

Peter startled at how much like MJ she sounded at that point. He felt guilt rush in a numb all the parts of him that had been set on fire by those kisses. "What about Harry, I thought you two were…" 

"Harry is wrapped up in his business. Maybe Peter is too blind to see but I can. Harry is trying to live up to the image of his father and after dealing with my mother, I already know where that road leads." She pulled away and hugged herself.

Peter wanted so much to make this not a rejection of her but the sensible thing to do. "You have to understand Ms. Hardy there are risks that I take by putting on the mask. Everyone accepts the danger that chooses this life." Pulling his mask back into place, Spider-Man hopped on top of the railing. 

Felicia held out a hand to stop him before he swung away. "One thing, what is it like… out there with the wind and the dark."

"Like it's the only place in the world where the rules don't matter and I can do anything I want. At least it used to - maybe it'll be like that again someday." He back flipped into the darkness and soon Felicia heard the sound of him web slinging away. 

She held her arms around her body holding the heat close to her. He was right of course. Felicia Hardy had money, influence and power. None of these things had ever fulfilled her. She took the night into her lungs once more then wondered back into the condominium. She looked at the pile of clothes on the bed. Leather cat suit, a half mask, a utility belt, gloves and boots. All were custom made and sized to fit her. Felicia Hardy would never fit into Spider-Man's world, because in Spider-man's world the first thing you had to give up was your identity. She held the suit up to her body and looked in the mirror at the stranger looking back at her. 

***

As you can see the image recognition software works perfectly. The probes can find Spider-man just like they can find anyone else."

Harry Osborne looked at the tape and watched as the wall crawler embraced and kissed Felicia. 

"Alright Smythe, you have my interest I want you to work on improving this technology and another thing you tell nobody what you saw here tonight, nobody." 

"Absolutely Mr. Osborne you will see many returns for the money you invest in the project." 

"Alaistair, I have every confidence in you. Now if you will excuse me I have much work to do." Harry pushed the man out of his office and walked back to the monitor. He watched the tape repeatedly and eventually decided that Peter probably had no clue what was going on. "So super powers and the loyalty of my best friend isn't enough. I think it's time someone taught you a lesson in humility." Harry snapped off the monitor and sat in the darkness. It was strange really, in the dark he saw with greater clarity then ever before. He knew exactly what he needed to do. 

***

Peter put the final touches on the suit. Now he had two, the traditional red and blue, and a black and white one. People would get used to both looks. He tried very hard not to think about the taste of Felicia's mouth on his or the guilt still nagging at his heart. The telephone rang and he picked it up. It was Mary Jane's agent. He called for her and she grabbed the telephone. She talked for a minute growing more animated with each passing second. Then she screamed loudly, slammed the telephone down, and began punching the air repeatedly. 

"Can I assume that was good news."

"The best news, I got an acting job." 

"What kind of job."

"A movie of the week, except they think it will be a mini series." 

"That's fantastic, what's it called." 

"Vintage Justice: The Jean DeWolf story. Filming starts in a few days and I have the lead role. I'm playing Jean." 

A thousand emotions warred across his face but, in the end, the hero responded as only he could have. "Jean would have been honored. Congratulations baby." 

**__**

*The End*


End file.
